Common use of Events of Default by Servicer or UDC Clause in Contracts

Events of Default by Servicer or UDC. Any of the following acts or occurrences shall constitute an Event of Default by Servicer or UDC under this Servicing Agreement: (a) The intentional failure of Servicer to make any payment, transfer, or deposit of monies required to be made under the terms of this Servicing Agreement on the date such payment, transfer, or deposit of monies is required to be made; (b) The failure of Servicer (other than an intentional failure) to make any payment, transfer, or deposit of monies required to be made under the terms of this Servicing Agreement on the date such payment, transfer, or deposit is required to be made, which failure continues unremedied for a period of two (2) Business Days after the date when originally due, provided, however, that such grace period shall no longer apply upon the failure of Servicer to make, in any given rolling ninety (90) day period, more than three (3) failures in excess of $50,000 of payments, transfers, or deposits of monies each required to be made under the terms of this Servicing Agreement on the date such payments, transfers, or deposits were required to be made; (c) The failure of Servicer or UDC to observe or perform in any material respect any other covenant or agreement required to be performed under this Servicing Agreement which failure continues unremedied for a period of five (5) Business Days after written notice of such failure shall have been given to the breaching party, provided that, if such failure cannot be cured by diligent efforts of the breaching party within such five (5) Business Day period, then such time period shall be extended by the Interested Party for the shorter of (i) the period reasonably required to cure such failure using the diligent efforts of the breaching party, and (ii) thirty (30) days;

Events of Default by Servicer or UDC. Any of the following ------------------------------------ acts or occurrences shall constitute an Event of Default by Servicer or UDC under this Servicing Agreement: (a) The intentional failure of Servicer to make any payment, transfer, or deposit of monies required to be made under the terms of this Servicing Agreement on the date such payment, transfer, or deposit of monies is required to be made; (b) The failure of to Servicer (other than an intentional failure) to make any payment, transfer, or deposit of monies required to be made under the terms of this Servicing Agreement on the date such payment, transfer, or deposit is required to be made, which failure continues unremedied for a period of two (2) Business Days after the date when originally due, provided, however, that such grace period shall no longer apply upon the failure of Servicer to make, in any given rolling ninety (90) day period, more than three (3) failures in excess of $50,000 of payments, transfers, or deposits of monies each required to be made under the terms of this Servicing Agreement on the date such payments, transfers, or deposits were required to be made; (c) The failure of Servicer or UDC to observe or perform in any material respect any other covenant or agreement required to be performed under this Servicing Agreement which failure continues unremedied for a period of five (5) Business Days after written notice of such failure shall have been given to the breaching party, provided that, if such failure cannot be by cured by diligent efforts of the breaching party within such five (5) Business Day period, then such time period shall be extended by the Interested Party for the shorter of (i) the period reasonably required to cure such failure using the diligent efforts of the breaching party, and (ii) thirty (30) days; (d) The entry with respect to Servicer or UDC of a decree or order for relief by a court or agency or supervisory authority having jurisdiction under any present or future federal or state bankruptcy, insolvency or similar law; (e) UDC or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (f) An involuntary case shall be commenced against UDC or Servicer and the petition shall not be dismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of UDC or the Servicer in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law; or the board of directors of UDC or the Servicer adopts any resolution or otherwise authorizes any action to approve any of the foregoing. A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over UDC or the Servicer or over all or a substantial part of the assets of UDC or the Servicer shall be entered; or an interim receiver, trustee or other custodian of UDC or the Servicer or of all or a substantial part of the assets of UDC or the Servicer shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the assets of UDC or the Servicer shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance; or the board of directors of UDC or the Servicer adopts any resolution or otherwise authorizes any action to approve any of the foregoing; (g) UDC or the Servicer shall fail to make any payment when due with respect to any Indebtedness of UDC or the Servicer (other than an obligation payable hereunder), or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such indebtedness, if the holder or holders of such indebtedness accelerate the maturity of any such indebtedness or require a redemption or other repurchase of such Indebtedness and such failure relates to the acceleration or redemption of an amount in excess of $10,000,000, in the case of UDC and $2,000,000 in the case of Servicer, and such acceleration shall continue for a period of five (5) Business Days; (h) There shall have occurred any event which materially adversely affects the ability of the Servicer or UDC to perform its obligations hereunder, or there is a material adverse change in the financial condition or operations of the Servicer or UDC; (i) Except with the written consent of the Interested Party, which shall not be unreasonably withheld, there shall occur a "Change of Control of Servicer" or a "Change of Control of UDC." For purposes of the preceding sentence and subject to Section 6.05(a), a "Change of Control of Servicer" shall ----------------------------- mean the occurrence of any event following which at least fifty percent (50%) of the outstanding voting securities of Servicer shall not at such time be beneficially owned by UDC or a direct or indirect subsidiary of UDC. A "Change of Control of UDC" shall mean any one or more of the following events: ------------------------